The Companies Act, 2013

(Erstwhile The Companies Act, 1956)

MEMORANDUM OF ASSOCIATION
OF
LIVELIHOODS ADVANCEMENT BUSINESS SCHOOL FOUNDATION
(A Company limited by Guarantee, not for profit, Under Section 8 of
Companies Act, 2013 erstwhile Section 25 of the Companies Act, 1956,
not having a Share Capital)
MEMORANDUM OF ASSOCIATION

(i) The name of the Company is LIVELIHOODS ADVANCEMENT BUSINESS

SCHOOL FOUNDATION will be called as LABS FOUNDATION.
(ii) The Registered Office of the Company will be situated in the National
Capital Region of Delhi.
(iii) The objects, for which the Company is established, are:-

(A) The Main Objects to be pursued by the Company on its incorporation are:
1. To Promote Internet
To provide efficient inter-connectivity for the internet in India.
To protect and promote the interest of the Internet users and usage in India so
that the Internet is used in furtherance of public policy objectives.
To promote the interest of members.
To provide fillip to the entrepreneurship and enhance capacity of the citizens.
To make informed choices and participate in the social and economic activities.

2 To set up, when needed, in select location(s)/parts/regions of India

Internet Exchanges/Peering Points (with or without additional facility of providing
transit facility/service) of highest standards for providing interconnection(s)
between and amongst the Internet Service Providers (ISPs) and such other Indian
entities that possess or may obtain, their respective ASNs (Autonomous System
Numbers) and multi-home subject to the fulfillment of getting specific license(s),
if so necessary.

3 To enable effective and efficient routing, peering, transit and exchange of

the Internet traffic within India.
4 To continuously work for enhancing and improving the quality of Internet
and Broadband services and promote deployment of applications/concepts of
relevance to the citizens of India.

5 Set up. INTERNET DOMAIN NAME OPERATIONS AND RELATED

ACTIVITIES which includes:
(a) Setting up of .IN Registry as an autonomous unit for .IN domain name
registration.
(b) Operating .IN Registry.
(c) Making .IN Registry function as an autonomous body, accountable to the
Government of India on all policy matters and ensure its satisfactory working.
(d) Maintaining .IN domain name Registry and ensuring popularity,
proliferation of .IN domain names and its operational stability, reliability and
security.
(e) Carrying out the registration of the domain name through appointed
Registrars.
(f) Ensuring implementation of an effective Dispute Resolution Policy.

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(g) To act as the National Internet Registry (NIR) for India to obtain, manage,
allocate, recover and re-allocate and re-farm the Internet Resources (including
but not limited to the Internet Protocol Addresses and Autonomous System
Numbers) to and fro Indian entities/persons as well as enter into the technical
and/or commercial agreements with international agencies overseas as and
when required subject to necessary approvals and compliances.
(h) To act as Registry for any IDN ccTLD (International Domain Names country
code Top Level Domain) in any official language with concurrence from
Government of India.

(i) To act as Registry for any gTLD (generic Top Level Domain) which it may
choose to apply to ICANN.

(B) The objects incidental or ancillary to the main objects are:

1. To ensure transparency and neutrality in the working of the Company in

all its activities.

2. To apply for, purchase or otherwise acquire any patent, patent right,

copyright, trade marks, formulate, licence, lease, concessions, conferring any
exclusive or limited right to use, or any secret or other information as to any
invention, which may seem capable of being used for any of the purposes of the
Company or the acquisition of which may directly or indirectly benefit the
Company; and to use, exercise, develop or grant licences in respect of or
otherwise turn to account the property, rights, or information so acquired.

3. To purchase or import, take on lease or in exchange, hire or otherwise

acquire any movable or immovable property and any rights or privileges, which
the Company may think necessary or convenient for the purposes of its business
and in particular any land, buildings, easements, machinery, plant and stock-in-
trade.

4. To invest and deal with money of the Company, not immediately required,
from time-to-time, in such manner as the Company may determine to promote
the objects of the Company subject nevertheless to such conditions (if any) and
such consents (if any) as may, for the time-being, be imposed or required by
law.

5. To adopt such means of making known through advertisement or by other

arrangements, as may be considered expedient, about the objects and activities
of the Company, in particular by advertising in the media, audio and visual, by
circulars, by exhibitions, works of art or interest, by publication of books,
pamphlets and periodicals and granting prizes and awards.

6. To establish centres, libraries, information retrieval systems and the

publications for dissemination by all means of communications about the
Company’s activities and their utilities.

7. To present, promote, organize, provide, manage and arrange seminars,

conferences, lectures, concerts, etc., to generate Internet awareness in the
country for user on extensive scale.

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8. To establish or support associations, bodies, schools, trusts, etc., which
may be considered necessary for furthering the objects of the Company.

9. To enter into collaborations, technical, financial or otherwise, with any

Government, whether municipal, local or the like or any person or enterprise or
institutions for obtaining any grant, licence or other terms, rights and benefits
conducive to the Company’s working and to obtain technical information, know-
how and expert advice in the context of Company’s activities.

10. To train or pay for training in India or abroad of any of the Company’s
employees or officers in the interest of or for furtherance of any of the
Company’s objectives.
11. To establish research and development centers to further aid and support
the Company’s objectives.
12. To refer all questions, disputes or differences arising between the
Company and any other person (other than a Director of the Company) in
connection with or in respect of any matter relating to the business or affairs of
the Company to arbitration in such manner and upon such terms as the
Company and such other person may mutually agree upon in each case and
such reference to arbitration may be in accordance with the provisions of the
Arbitration and Reconciliation Act, 1996 and the Rules of the International
Chamber of Commerce relating to arbitration, and to institute legal proceedings
or defend any proceedings and to appoint advocates, Consultants or Advisors in
this behalf.

13. To do all such things, as may be considered just and expedient to promote
the objects and interest of the Company.
14. To advocate policies, law and strategies to improve the Internet
penetration and usage in India.
15. To collect, disseminate and share data, statistics, information and
knowledge relating to Internet.

16. To plan, design, develop, improve, market, distribute, licence, install, alter,
import, export or otherwise, deal in or with all software, hardware and
programmes of any and all kinds and description, including but not limited to
those used in, for or in connection with telecommunications, media services or
electronic data processing equipment, product and services, including computers
and microcomputers based products, switches, mainframe and supercomputers,
computer networking, electronic commerce, ERPs, internet, web-designing and
other web based products, applications and services, telecommunications
peripheral equipment and terminals, including intelligent terminals speech or
signal processing equipment, wireless and cellular equipments, test equipment,
office and factory automation equipment, computer networking products and
services, firmware and programs.

17. To assist in inventing, designing, engineering, planning and application of

electronic equipments and devices and data processing, machinery of all types
and in activities relating to manufacturing, assembling, importing, exporting,
distributing, repairing, servicing, installing of telephone and telecommunication
equipments, media equipments, equipments for manufacturing of electronic
components, machinery, instruments, appliances required for use in or in
connection with all such things and generally all kinds of electric, magnetic,
galvanic, electronic, telephone, telegraphic instruments, power supply apparatus

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and equipment and electric magnetic and electronic components.

18. To develop internet and intranet hardware and software and assist in
internet service providers, telecom service providers, including but not limited to
basic services, wireless and cellular services, call center services, etc., media
service providers, including but not limited to broadcasting, cable operation, etc.,
communication hardware and software, including satellite communication and
internet services, CAD & 3D designing services and medical transcription.

19. To carry on the activity of imparting education, training in computer

software, hardware, office automation, web, internet, intranet services,
multimedia, e-commerce, ERPs, development and/or implementation,
communication systems or in various other discipline of information technology
that may evolve from time to time and management through manual or other
computer systems whether in India or abroad and impart training in various
disciplines of information technology and management and for the said purpose
establish and run information technology education, research and development
institute, establish data processing computer center and to provide consultancy
services.
20. To initiate, undertake, carry on, engage in, promote, assist, encourage and
conduct scientific and technical research, developments, experiments,
investigations, enquiries, studies, projects, analysis, examinations, surveys and
tests of all kinds, including but not limited to those related to
telecommunications, media broadcasting, cable operations, computers,
electronic data processing equipment, software, hardware and programmes of
all kinds and descriptions and any equipment, parts, components and assemblies
or sub-assemblies thereof.
21. To contribute/donate sums of money out of surplus of the Company to
institutions existing solely for promotion of Internet Technology and not for the
purposes of profit but with objects aligned to those of this Company.

22. To arrange for courses, lectures, classes and conferences for the diffusion
of technical, business and industrial knowledge.
23. To engage, employ or hire appropriate staff, workers, legal experts and
other professionals, attorneys, managers and agents for the work and
furtherance of the aims and objects of the Company and to pay wages, salaries,
stipends or fees to them.
24. To grant scholarship, fellowship, stipend or any other financial help to
deserving students/scholars for pursuit of computer/internet related education.
25. To enter into contracts, agreements and arrangements with any other
organization/ Company for carrying out such other work on behalf of the
Company or any of the objects for which the Company is formed.
26. Subject to Sections 58A and 292 of the Companies Act, 1956 and the
Regulations made therein and the directions issued by Reserve Bank of India to
borrow, raise or secure the payment of money or to receive money as loan, at
interest for any of the purposes of the Company and at such time or times as
may be thought fit, by promissory notes, bill of exchange, hundies, bills of lading,
warrants or such other negotiable instruments of all types or by taking credit in
or opening current accounts or overdraft accounts, with any person, firm, bank
or Company and whether with or without any security or by such other means,
as the Directors may in their absolute discretion deem expedient and offer
security for any such money so borrowed raised or received and to mortgage,
pledge or charge the whole or any part of the property and assets of the

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Company, both present and future by special assignment or otherwise or to
transfer or convey the same absolutely or in trust and to give the lenders power
of sale and such other powers as may deem expedient and to purchase, redeem
or pay off such securities, provided that the Company shall not carry on the
business of banking within the meaning of the Banking Regulation Act, 1949.

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 27. To acquire by concession, grant, purchase, barter, lease, licence or
otherwise either absolutely or conditionally and either alone or jointly with others
land, buildings, machinery, plants, computers, utensils, work conveniences and
such other movable and immovable properties, of any description as may be
considered necessary and to pay for such land, building, works, property and
rights purchased or acquired by or for the Company and manage, develop, let on
lease or for hire or otherwise dispose of or turn to account the same, invest its
funds suitably at such time or times and such manner and for such consideration
as may be deemed proper or expedient for the purpose of attaining the objects
of the Company.
28. To sell any property of the Company not required for the purpose of the
Company without entering into real estate business.
29. To acquire by purchase, hire or otherwise and to accept gifts, grants,
contributions, donations, subscriptions, etc., of buildings, lands, money, shares
and other property for the purpose of fulfilling the objects of the Company.
30. To apply for and obtain any order of Central/State Government or such
other authority for enabling the Company to carry any of its objects into effect or
for effecting any modifications of the Company’s constitution or any other such
purposes, which may be deemed expedient and to make representations against
any proceedings or application, which may directly or indirectly prejudice the
Company’s interests.

31. To invest donations received towards corpus of the Company, other

donations as well as surplus of the Company arising after expenditure on objects
of the Company and the funds, which are not required immediately in equity
shares, preference shares, public sector bonds, banks, public sector companies,
which are financially sound and have highest safety and have AAA/AA+ or
equivalent rating and to utilize dividends or interest arising from such
investments for furtherance of its objects.

32. To purchase or otherwise acquire and undertake the whole or any part of
the business, property, right and liabilities of any Company or person carrying on
activities, which this Company is authorized to carry on or is possessed of rights
suitable for any of the purposes of this Company.

33. To enter into agreements with any Company or persons for obtaining by
grant of licence or on such other terms of all types formulas and such other
rights and benefits, technical information, know-how and expert guidance and
equipments and machinery for the production and manufacture in India of any
article or thing relating to the objects of the Company and to arrange facilities for
training of technical personnel by them.
34. To indemnify officers, agents and servants of the Company against
proceedings, costs, damages, claims and demands, in respect of anything done
by them for and in the interest of the Company of any loss, damage or
misfortune whatever which shall happen in the execution of the duties of their
office or by relation thereto.

(c) Other Objects for which the Company is established are: Nil
IV) The Objects of the Company extend to the whole of the Indian Union.
V) 1. The income and property of the Company, whensoever derived, shall
be applied solely for the promotion of its objects as set forth in this
Memorandum.
2. No portion of the income or property aforesaid shall be paid or transferred directly

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or indirectly by way of dividend, bonus, or otherwise by way of profit to persons
who, at any time are, or have been members of the Company or to any one or
more of them or to any persons claiming through any one or more of them.

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3 Except with the previous approval of the Central Government, no
remuneration or other benefit in money or moneys worth shall be given by the
Company to any of its members, whether officers or servants of the Company or
not except payment of out-of-pocket expenses, reasonable and proper interest
on money lent or reasonable and proper rent for premises let to the Company.

4 Except with the previous approval of the Central Government, no member

shall be appointed to any office under the Company, which is remunerated by
salary, fees or in any other manner not excepted by sub-clause V (3).

5 Nothing in the clauses above shall prevent payment by the Company in

good faith of reasonable remuneration to any of its officers or servants (not
being members) or to any other persons (not being a member) in return for any
services actually rendered to the Company.

VI No alteration shall be made to this Memorandum of Association or to the

Articles of Association of the Company, which are for the time- being in force,
unless alterations have been previously submitted to and approved by the
Central Government.

VII The liability of the members is limited.

VIII. Each member undertakes to contribute to the assets of the company in the
event of its being wound up while he is a member or within one year afterwards,
for payment of the debts or liabilities of the company contracted before he
ceases to be a member and of the costs, charges and expenses of winding up,
and adjustment of the rights of the contributories among themselves such
amount as may be required not exceeding Rs. 1000/-.

IX True accounts shall be kept of all sums of money received and

expended by the Company and the matters in respect of which such receipts
and expenditure takes place, and of the property, credits and liabilities of the
Company’s and subject to any reasonable restrictions as to the time and manner
of inspecting the same that may be imposed in accordance with the regulations
of the Company for the time-being in force, the accounts shall be opened to the
inspection of the members.

X Once at least in every year the accounts of the Company shall be

examined and correctness of the balance sheet and the income and expenditure
account ascertained by one or more properly qualified auditor or auditors.

XI If upon winding up or dissolution of the Company, there remains after

satisfaction of all debts and liabilities any property, whatsoever, the same shall
not be distributed amongst the members of the Company but shall be given or
transferred to such other Company having objects similar to the objects of the
Company to be determined by the members of the Company at or before the
time of dissolution or in default thereof by the High Court of Judicature that has
or may acquire jurisdiction in the matter.

XII We, the several persons whose names, addresses, descriptions and
occupations are hereunto subscribed, are desirous of being formed into a
Company, not for profit, in pursuance of this Memorandum of Association:

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 Sl. Name,Address, Description and Signature of Signature, Name,
No Occupation of the Subscribers. the Description and
Subscribers. Occupation of
the Witness.

1 Prof. Ashok Jhunjhunwala, Sd/-

S/o-Mr. Banwari Lal Jhunjhunwala C-2-
2-5, 3rd Loop Road,
IIT Madras, Chennai-600036 Service -
Professor at IIT –Madras
2 Mr. R. Ramaraj Sd/ I witness the
S/o Mr. K. Rajasekhar No-7, Canal Bank signatures of all
Road the subscribers
K.B. Nagar, Adyar, Chennai-600020 who has signed in
Service my presence Sd/-
(Dinesh Kumar
Gupta)
3 Mr. Amitabh Singhal Sd/ B.Com (H), FCA
S/o Mr. Suresh Chand Singhal D-108, S/o Shri Ramesh
Upkar Apartments Chandra Gupta
Mayur Vihar, Phase- 1, Extension 3507-6, Pyare Lal
Mayur Vihar, Delhi-110091 Service road, Karol Bagh,
New Delhi-
4 Mr. Rajesh Chharia Sd/ 110005
S/o- Mr. Ram Autar Chharia KH-135, M-No. 86824
Kavi Nagar Ghaziabad-201002 (UP)
Business

5 Mr. S. N. Zindal, Sd/

S/o- Mr. Champa Lal
B-322, Asiad Village Complex New
Delhi-110049
Service
6 Mr. Deepak Maheshwari S/o- Mr. G. C. Sd/
Maheashwari C-86, Upkar Apartments,
Mayur Vihar, Phase- 1 Extension Mayur
Vihar, Delhi-110091 Service

7 Mr. Rishi Chawla Sd/

S/o- Mr. Kulbhushan Chawla 63, B.D.
Estate,
Mall Road, Delhi-110054
Country Coordinator – GIPI

Date: 19-6-2003
Place : New Delhi

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The Companies Act, 2013 (Erstwhile The Companies Act, 1956)

ARTICLES OF ASSOCIATION OF NATIONAL INTERNET EXCHANGE OF INDIA

(A Company limited by Guarantee, not for profit, Under Section 8 of

Companies Act, 2013 erstwhile Section 25 of the Companies Act, 1956,
not having a Share Capital)

CONSTITUTION OF THE COMPANY

Regulations contained in Table H in Schedule I of the Companies Act, 2013, shall

apply to the Company except in so far as they are embodied in the following
articles which shall be the regulations for the management of the Company.
INTERPRETATION
1. (a) In these Articles:
(1) "The Act" means the Companies Act, 2013 as amended from time to time.
(2) "The Seal" means the common seal of the Company.
(3) "NIXI means National Internet Exchange of India.

(b) Unless the context otherwise requires, words or expression contained in

these regulations shall bear the same meaning as in the Act or any statutory
modifications thereof in force at the date on which these regulations become
binding on the Company.
MEMBERS
2. (a) The Company is a Public Company within the meaning of Section 3 (1)
(a) of the Companies Act, 2013 (erstwhile Section 3(1) (iv) of the Companies Act,
1956).
(b) The number of members with which the company proposes to be
registered is hundred, but the Board of directors may, from time to time,
whenever the company or the business of the company requires it, register an
increase of members
(c) There shall be three categories of members: “Ordinary Members: Shall
be
i) Internet Service Providers who possess a valid Internet Service Provider
license issued by Department of Telecommunications, Ministry of
Communications, Government of India and have signed a connectivity
agreement with the company (to be known as NIXI Connection Agreement),
ii) Other Indian entities having ASNs (Autonomous System Numbers)
i.e Data Centres/ CDN, Content Providers, Academic Networks.
Associate Members: Individuals and/or organizations can become Associate
Members subject to the approval of Board of Director and payment of requisite
fee.
Honorary Members: The Board of Directors may invite learned, distinguished
individuals and/or organizations to become Honorary Members Such Membership
can be terminated at the sole discretion of the Board of the Director at any time.
(d) The subscribers of the Memorandum shall be the first members of the
Company and shall be entered as members in the Register of Members. Every
other person who agrees in writing to become a member of the Company and
whose name is registered in the Register of Members shall be a member of the
Company.
(e) Every applicant shall apply for the membership of the company, in the
prescribed application form specifying the category under which membership is
sought, giving all particulars as specified therein. After approval by the Board of

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directors, applicant shall become member of the company.

11
 (f) The Board of the company can levy and fix from time to time a
membership subscription to be charged from members at the time of their
admission and /or annually.
(g) A member shall cease to be member of the company if:
(i) The Internet Service Provider’s license of the member is terminated
for whatever reason,
(ii) The member is adjudged as insolvent,
(iii) A member goes into liquidation or winding up proceeding are initiated
against it,
(iv) A member fails to pay subscription within three months of the same
becoming due to the company,
“Membership is ceased in absence of continued traffic for 30 days /or violation of
connectivity agreement or any terms of the agreement with the member.”
(v) If such member is expelled from the company by the board for being
found guilty of misconduct/ violation of the rules of the company or is guilty of an
act which is detrimental to the interest of the company or for furnishing wrong
particulars for obtaining admission to the membership of the company, after
affording the member a reasonable opportunity of being heard,
(vi) On his death,

(vii) On his becoming of unsound mind,

(viii) On his tendering the resignation.

A member ceasing to be a member of the company by any of the above modes shall
forego all his rights or claims upon the company, but shall nevertheless remain
liable for and shall pay all the monies, which at the time of ceasing to be a
member were due from him to the company.

GENERAL MEETINGS
3. All general meetings, other than Annual General Meeting, shall be called
“Extraordinary General Meetings”. Any general meeting can be called by the
Board of directors by giving not less than 14 clear days notice in writing sent by
Registered Post, Acknowledgement due or through special messenger or by fax
or by E-mail or by any other mode of written communication as decided by the
Board of Directors. A copy of the minutes of the general meeting shall be sent to
all the members.
3. a) A General Meeting may be called after giving shorter notice if consent is
accorded thereto by the members in accordance with the provisions of section
101(1) of the Companies Act, 2013 (erstwhile section 171(2) of the Companies
Act, 1956).

4 (a) The Board may, whenever it thinks fit, call an Extraordinary General
Meeting.

(b) If at any time, the Directors of the company are not within India, Directors capable
of acting, who are sufficient in number to form a quorum, any director or any two
members of the Company may call an Extraordinary General Meeting in the
same manner as nearly as possible as that in which such a meeting may be
called by the Board.

PROCEEDINGS AT GENERAL MEETINGS

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 5. (a) No business shall be transacted at any general meeting unless a
quorum of members is present at the time when the meeting proceeds to
transact business.

6. Save as otherwise provided herein, 5 members strength, present in

person shall be the quorum for all purposes at any general meeting.

7. (a) If within half-an-hour from the time appointed for holding a meeting
of the Company, a quorum is not present, the meeting, if called upon the
requisition of members, shall stand dissolved.

(b) In any other case, the meeting shall stand adjourned to the same day in
the next week, at the same time and place or to such other day and at such
other time and place as the Board may determine.

8. The Chairman, if any, of the Board shall preside as Chairman at every

general meeting of the Company.

9. If there is no such Chairman, or if the Chairman is not present within

fifteen minutes after the time appointed for holding the meeting or is unwilling to
act as Chairman for the meeting, the Directors present shall elect one of their
members to be Chairman of the meeting.

10. If at any meeting no Director is willing to act as Chairman or if no Director

is present within fifteen minutes after the time appointed for holding the
meeting, the members present shall choose one of the members to be the
Chairman of the meeting.

11. (a) The Chairman may, with the consent of those present at any meeting
at which a quorum is present and shall if so directed by the meeting, adjourn the
meeting, from time to time and from place to place.

(b) No business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took place.

(c ) When a meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.

(d) Save as aforesaid, it shall not be necessary to give any notice of an adjournment or
of the business to be transacted at an adjourned meeting.

12. In case of an equality of votes, whether by show of hands or on a poll, the

Chairman of the meeting at which the show of hands takes place, or at which the
poll is demanded, shall be entitled to a second or casting vote.The Chairman in
the best interest of the Company shall exercise such second/ casting vote.

13. Any business other than that upon which a poll has been demanded may
be proceeded with pending the taking of the poll.

VOTES OF MEMBERS

14. “Every member shall have one vote. A member shall not be entitled to
appoint any other person as his proxy unless such other person is also a member
of the company (NIXI).”

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 15. No member shall be entitled to vote at any general meeting unless all
sums presently payable by him to the company have been paid.
16. (a) No objection shall be raised to the qualification of any voter except
at the meeting or adjourned meeting at which the vote objected to is given or
tendered, and every vote not disallowed at such meeting shall be valid for all
purposes.
(b) Any such objection made in due time shall be referred to the Chairman
of the meeting, whose decision shall be final and conclusive.
17. A vote given in accordance with the terms of an instrument of proxy shall
be valid, notwithstanding the previous death or insanity of the principal or the
revocation of the proxy or of the authority under which the proxy was executed,
provided that no intimation in writing of such death, insanity, revocation or
transfer shall have been received by the Company at its office before the
commencement of the meeting or adjourned meeting at which the proxy is used.

BOARD OF DIRECTORS

18. a. The number of Directors may be determined from time to time but shall
not in any case be less than three and not more than twenty-one.
b. The constitution of Board of Directors (“the Board”) shall have the
following structure unless it is amended by the Board with the approval of
members in the general meeting:
- Nominee Directors – The Board shall have three representatives from Ministry
of Communication and Information Technology and one each from IIT and
Internet Service Provides Association of India.
- Co-opted Directors – The Board at its discretion may co-opt five Directors from
the Members Company, representative of DOT, TRAI, NSCS (National Security
Council System), NIC, CERT or having the expert knowledge in the field of
NIR, .IN or such other persons who in its view shall be helpful for the efficient and
transparent working of the company.
- Elected Directors – The ordinary members of the company will elect
seven Directors among themselves.
Officials of the representing company must be Owner/or Director/or Partner/or
regular employee of the representing company.
- An Elected Director, representing a company (ISP Member), shall retire
from the post of the Director of the company:
- a) On the date of his ceasing to be an officials of the representing
company, or
- b) On the date of submitting the resignation from the post of the Director
of the company, or
- c) As per section 167 of the Companies Act 2013 (erstwhile section 283 of
the Companies Act, 1956)
- In the above situation, the casual vacancy so created may be filled by the
Board of Directors at the Board meeting under section 161 of the Companies Act
2013 (erstwhile section 262 of the Companies Act, 1956), but any person so
appointed shall retain his office so long as the vacating Director would have
retained the same.

- One Past Chairman

c. The Board shall elect a Chairman and determine the period for which he is
to hold office, who shall act on behalf and in consultation with the Board.

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 d. “The tenure of the members of the Board shall be for two years. After
serving three consecutive terms, the individuals will have to undergo cooling off
period of one term (2 years) for becoming eligible for appointment as Director
again.”
e. (i) The remuneration of the directors shall, in so far as it consists of a
monthly payment, be deemed to accrue from day-to-day.
(ii) In addition to the remuneration payable to them in pursuance of the Act,
the directors may be paid all travelling, hotel and other expenses properly
incurred by them:
a) in attending and returning from meetings of the Board of directors or any
committee thereof or general meetings of the company; or
b) in connection with the business of the company.
19. The following persons shall be the first Directors of the Company S.No
Name
1 Mr. Subramanian Lakshminarayanan,
2 Mr. Pankaj Agrawala,
3 Mr. Jatinder Kumar,
4 Mr. Satya Narayan Zindal,
5 Prof. Ashok Jhunjhunwala,
6 Mr. Rajasekhar Ramaraj
7 Mr. Vaidyanathan Srinivasan
8 Mr. Jasjit Sawhney
9 Mr. Amitabh Singhal
10 Mr. Rishi Chawla
Date: 19-6-2003
Place: New Delhi

ADDITIONAL DIRECTORS

20. A simple majority of the Directors present at the Board meeting shall have
power at any time and from time to time, to appoint any person and/or member
other than a person who has been removed from Directorship of the Company as
Additional Director but the total number shall not exceed the maximum number
fixed for the board. Additional Director may not be a Member of NIXI. Any
director so appointed shall hold office only up to the date of the next Annual
General Meeting of the Company.

INVESTMENTS

21. With the approval of the simple majority of Directors present at the Board
meeting, may from time to time invest the surplus funds or corpus funds which
are not immediately required, in the shares or securities or Bonds or similar
securities of other companies which have the highest safety and rating of
AAA/AA+ or equivalent rating on such terms and conditions and subject to such
limits as decided through the CEO or Executive Director or other working Director
or Secretary General jointly or severally as authorized from time to time.

LENDING/ADVANCES/GUARANTEES:

22. With the approval of the simple majority of Directors present at the Board
meeting, may from time to time lend and advance money not immediately
required by the Company or give credit or guarantee to such persons, firms or
companies or banks or FIs on such terms and conditions and subject to such

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 limits as may be decided through the Executive Director or such other working
Director or Secretary or other Directors jointly or severally as authorised from
time to time.

PROCEEDINGS OF MEETINGS OF THE BOARD:

23. (a) The Board of Directors may meet for the conduct of business, adjourn
and otherwise regulate its meetings as it thinks fit provided that a meeting of the
Board shall be held at least once every six calendar months and at least two
such meetings shall be held every year. The quorum for Board’s meeting shall be
either eight Directors or 1/4 th of its total strength; whichever is less (any fraction
contained in that 1/4th being rounded off as one) provided the quorum shall not
be less than two members in any case. A copy of the minutes of the Board
Meeting shall be sent to all the Directors of the Company.

(b) A Director may, and CEO or Secretary General on the requisition of a Director
shall, at any time, summon a meeting of the Board.

24. (a) Save as otherwise expressly provided by the Act, questions arising at
any meeting of the Board shall be decided by a majority of Directors present.
(b) In case of an equality of votes, the Chairman shall have a second or
casting vote in the best interest of the Company.
25. The continuing Directors may act notwithstanding any vacancy in the
Board if and so long as their number is reduced below the quorum fixed by the
Act for a meeting of the Board, the continuing Director or Directors may act for
the purpose of increasing the number of Directors to that fixed for the quorum or
of summoning a General Meeting of the Company, but for no other purpose.
26. (i) The Board may elect a Chairperson of its meetings and determine the
period for which he is to hold office.
(ii) If no such Chairperson is elected, or if the Chairman is not present within fifteen
minutes after the time appointed for holding the meeting, the Directors present
may choose one of the members to be the Chairman of the meeting.
27. (a) The Board may, subject to the provisions of the Act, delegate any
of its power to a committee consisting of such member or members of its body
as it thinks fit.
(b) Any committee so formed shall in the exercise of powers so delegated,
conform to any regulation that may be imposed on it by the Board.

28. (a) The committee may elect a Chairman of its meetings.

(b) If no such Chairman is elected or if at any meeting the Chairman is not

present within five minutes after the time appointed for holding the meeting, the
members present may choose one of their members to be Chairman of the
meeting.
29. (a) A committee may meet and adjourn as it thinks proper.
(b) Questions arising at any meeting of a committee shall be determined by a
simple majority of the committee members present.

30. All acts done at any meeting of the Board or of a committee thereof, or by
any person acting as a Director, shall notwithstanding that it may be afterwards
find that there is some defect in the appointment of any one or more of such
Directors or of any person acting as aforesaid or that they or any of them were
disqualified, be as valid as if every such Director or such person had been duly
appointed and was qualified to be a Director.

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 31. Save as otherwise expressly provided in the Act, a resolution in writing,
signed by all the members of the Board or committee thereof for the time being
entitled to receive notice of a meeting of the Board or committee shall be as
valid and effectual as if it had been passed at a meeting of the Board or
committee duly convened and held.

CHIEF EXECUTIVE OFFICER (CEO) OR SECRETARY GENERAL

32. (a) A CEO or Secretary General or any other staff with suitable
designation may be appointed by the Board for such term, at such remuneration
and upon such conditions as it may think fit and any personnel appointed may be
removed by the Board at its sole discretion.

(b) A Director may be appointed as CEO or Secretary General or at such other

designation as may be decided by the Board.
(c) The CEO/ Secretary General/ such other position(s) approved by the
Board, will be responsible for getting the day-to-day affairs of the company
executed and comply with the legal
/statutory requirements.

33. A provision of the Act or these regulations requiring or authorising a thing

to be done by a Director and the Manager or the Secretary shall not be satisfied
by its being done by the same person acting both as Director and as the
Manager or Secretary.

ALTERATION OF MEMORANDUM/ARTICLES OF ASSOCIATION

34. Not less than 3/4th of the members present at the general meeting shall
give their consent for alteration of the Memorandum of Association subject to the
approval of the Central Government. Similarly, not less than 3/4th of the
members present at the general meeting shall alter the Articles of Association of
the Company subject to applicable provisions of the Companies Act subject to
approval of the Central Government.

POWERS TO BORROW

35. A simple majority of the Directors present at the Board meeting may after
getting approval of the members present at the general meeting from time to
time at its discretion, subject to the provisions of the Act, raise or borrow money
from anywhere and secure payment of any sum or sums of money for the
purpose of the Company.

BYE-LAWS

36. (a) 3/4th majority of the members present at the general meeting shall
have the power from time to time to make, alter and repeal such bye-laws as
they may deem necessary or convenient for the proper conduct and
management of the Company.
(b) Such bye-laws amongst others may provide procedure to be followed in
implementing and administering the objects for which the Company has been
incorporated including the procedure for repayment of loans, charges if any to
be levied for use of facilities or for payments for participation in activities, rates
of reimbursements or payments for various benefits and may revise the rates,

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charges, fees, benefits etc. And the procedures and guidelines from time to time.

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 (c) The Election of the Directors among the Ordinary Members as defined
under article 2(c) should be in accordance with the rules specified in the Election
Guidelines.

(d) Provided that such byelaws shall not be inconsistent with anything
contained in the Memorandum or Articles of Association

ACCOUNTS AND AUDIT

37. The Company shall keep proper books of accounts and at the expiration of
each financial year prepare a Receipts and Payment and Income and
Expenditure Account and Balance Sheet and shall cause them to be audited by
an Auditor appointed by the Company at its Annual General Meeting. The auditor
should be a Chartered Accountant duly qualified to audit the accounts of the
Company.

38. The Auditor and all Directors shall have access to all the books of accounts
of the Company and shall examine the Receipts and Payments and Income and
Expenditure Account and the Balance Sheet and verify them with the accounts
and vouchers relating thereto and shall sign them as found by him to be correct,
duly vouched and in accordance with law or specifically report to the Company in
what respects he finds them to be incorrect, untouched or not in accordance with
law.

39. The Company shall not later than six months of the expiration of each
financial year place before a General Meeting a Receipt and Payments and
Income and Expenditure account and the Balance Sheet together with the report
of the Auditor duly signed by him. The said accounts shall be circulated in
advance to every member of the Company along with a notice convening the
Annual General Meeting.

LEGAL PROCEEDINGS:

40. The Company shall undertake or assist proceedings in any Court of law
with the approval of CEO. The same should be informed to the Board of Directors
in the subsequent Board Meeting.

ARBITRATION:
41. All disputes respecting the interpretation of these articles or among the
members interest or members vis-à-vis the Directors or any other matter under
dispute, which cannot be resolved, by the Members or Board of Directors shall be
referred for arbitration.

THE SEAL:
42. The Board shall provide for the safe custody of the seal.

43. The seal of the Company shall not be affixed to any instrument except by
the authority of a resolution of the Board of Directors and except in the presence
of at least one Director and the Secretary or such other persons, whom the
Board may appoint for the purpose and that Director and the Secretary or other
person as aforesaid shall sign every instrument to which the seal of the Company
is so affixed in their presence.

**********

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Sl. No Name, Address, Description and Signature of Signature, Name,
Occupation of the Subscribers. the Description and
Subscribers. Occupation of the
Witness.
1 Prof. Ashok Jhunjhunwala, Sd/-
S/o-Mr. Banwari Lal Jhunjhunwala
C-2-2-5, 3rd Loop Road, IIT Madras,
Chennai-
600036,Service- Professor at IIT –Madras
2 Mr. R. Ramaraj Sd/-
S/o Mr. K. Rajasekhar
No-7, Canal Bank Road
K.B. Nagar, Adyar,Chennai-600020
Service
3 Mr. Amitabh Singhal Sd/
S/o Mr. Suresh Chand Singhal I witness the
signatures of all the
D-108, Upkar Apartments subscribers who has
Mayur Vihar, Phase- 1, Extension signed in my
MayurVihar,Delhi-110091 presence Sd/-
(Dinesh Kumar
Service Gupta) B.Com (H),
4 Mr. Rajesh Chharia Sd/ FCA
S/o Shri Ramesh
S/o- Mr. Ram Autar Chharia
Chandra Gupta
KH-135, Kavi Nagar,Ghaziabad-201002 3507-6, Pyare Lal
(UP) road, Karol Bagh,
Business New Delhi-110005 M-
No. 86824
5 Mr. S. N. Zindal, Sd/
S/o- Mr. Champa Lal
B-322, Asiad Village Complex,New Delhi-
110049
Service
6 Mr. Deepak Maheshwari Sd/
S/o- Mr. G. C. Maheshwari
C-86, Upkar Apartments,Mayur Vihar,
Phase- 1
Extension, Mayur Vihar, Delhi-110091
Service
7 Mr. Rishi Chawla Sd/-
S/o- Mr. Kulbhushan Chawla
63, B.D. Estate,Mall Road, Delhi-110054
Country Coordinator – GIPI

Date: 19-6-2003 Place : New Delhi

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